XML 70 R20.htm IDEA: XBRL DOCUMENT v3.19.2

Acquisition (Tables)

6 Months Ended

Jun. 29, 2019

Business Combinations [Abstract]

Pro Forma Information

The purchase price of Cedar Creek consisted of the following items:

		(In thousands)
Consideration paid to shareholders and amounts paid to creditors:
Payments to Cedar Creek shareholders[1]		$	166,447
Subordinated unsecured note (due to shareholder)[2]			13,743
Seller’s transaction costs paid by Company			7,349
Add: pay off of Cedar Creek debt[3]			174,213
Total cash purchase price		$	361,752

_____________

[1] Payments to Cedar Creek’s shareholders include the purchase of common stock and certain escrow adjustments.

[2] The Cedar Creek note payable to a shareholder of $13.7 million was paid in full upon the acquisition of Cedar Creek and included $10 million in subordinated debt and $3.7 million in accrued interest.

[3] To finance the acquisition of Cedar Creek, the Company amended and restated its Revolving Credit Facility to increase the capacity thereunder to $600.0 million and also entered into a new $180.0 million senior secured Term Loan Facility (See Note 6).

The following table summarizes the values of the assets acquired and liabilities assumed at the date of the acquisition:

(In thousands)	Allocation as of December 29, 2018
Cash and net working capital assets (excluding inventory)	$	88,318
Inventory		159,227
Property and equipment		71,203
Other, net		(1,395	)
Intangible assets and goodwill:
Customer relationships		25,500
Non-compete agreements		8,254
Trade names		6,826
Favorable leasehold interests		800
Goodwill		47,772
Finance leases and other liabilities		(44,753	)
Cash purchase price	$	361,752

The following unaudited consolidated pro forma information presents consolidated information as if the acquisition had occurred on January 1, 2017:

		Pro forma
		Three Months Ended								Six Months Ended
(In thousands, except per share data)		June 29, 2019				June 30, 2018				June 29, 2019				June 30, 2018
Net sales		$	706,448			$	948,555			$	1,345,149			$	1,732,822
Net income (loss)		9,425				9,180				6,118				(1,439		)
Earnings (loss) per common share:
Basic		$	1.01			$	1.00			$	0.65			$	(0.16	)
Diluted		1.00				0.98				0.65				(0.16		)

X

- Definition

Tabular disclosure of pro forma results of operations for a material business acquisition or series of individually immaterial business acquisitions that are material in the aggregate.

+ References

Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 805
-SubTopic 10
-Section 50
-Paragraph 2
-Subparagraph (h)(2)
-URI http://asc.fasb.org/extlink&oid=79982066&loc=d3e1392-128463

Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 805
-SubTopic 10
-Section 50
-Paragraph 2
-Subparagraph (h)(3)
-URI http://asc.fasb.org/extlink&oid=79982066&loc=d3e1392-128463

+ Details

Name:	us-gaap_BusinessAcquisitionProFormaInformationTextBlock
Namespace Prefix:	us-gaap_
Data Type:	nonnum:textBlockItemType
Balance Type:	na
Period Type:	duration

X

- References

No definition available.

+ Details

Name:	us-gaap_BusinessCombinationsAbstract
Namespace Prefix:	us-gaap_
Data Type:	xbrli:stringItemType
Balance Type:	na
Period Type:	duration